Common use of Competing Transaction Fee Clause in Contracts

Competing Transaction Fee. As an inducement to GBB to enter ------------------------- into this Agreement, in the event this Agreement is terminated by GBB because of a failure by BAB to comply with its obligations under Section 6.1.14, or if BAB or BABANK otherwise consummates a Competing Transaction prior to termination of this Agreement or during the 12-month period following termination of this Agreement, in addition to the Expenses payable to GBB under Section 14.1.2, BAB shall wire to GBB within three Business Days of demand, or shall cause the third party to such a Competing Transaction to wire to GBB within three Business Days of demand, the sum of $1,500,000, which sum the parties acknowledge as representing (i) GBB's direct costs and expenses (including, but not limited to, fees and expenses of financial or other consultants, printing costs, accountants, and counsel) incurred in negotiating and undertaking to carry out the transactions contemplated by this Agreement, including GBB's management time devoted to negotiation and preparation for the transactions contemplated by this Agreement; (ii) GBB's indirect costs and expenses incurred in connection with the transactions contemplated by this Agreement; and (iii) GBB's loss as a result of the transactions contemplated by this Agreement not being consummated. Any payment previously made by BAB pursuant to Section 14.1.2 hereof shall be credited against any amount due under this Section. In the event the Agreement terminates because GBB enters into another merger or acquisition transaction, BAB reserves its rights to assert a claim against GBB (and any successor) for BAB's direct and indirect costs and expenses and for any loss BAB incurs as a result of the transactions contemplated by this Agreement not being consummated.

Competing Transaction Fee. As an inducement to GBB PBC to enter into ------------------------- into this Agreement, in the event this Agreement is terminated by GBB PBC because of a failure by BAB GBB to comply with its obligations under Section 6.1.147.1(a) because GBB entered into an agreement to acquire, merge or consolidate with another entity, which by its terms requires that the transactions contemplated by this Agreement shall not be completed or shall be delayed until after March 31, 1998, or which transaction any Governmental Entity advised GBB in writing would result in the disapproval of the transactions contemplated in this Agreement or the delay thereof until after March 31, 1998, if BAB or BABANK otherwise consummates a Competing Transaction such transaction is consummated prior to termination of this Agreement or during the 12twelve-month period following termination of this Agreement, in addition to the Expenses payable to GBB under Section 14.1.2, BAB shall wire to GBB within three Business Days of demand, pay or shall cause the third party to such a Competing Transaction transaction to wire pay to GBB within three Business Days of demand, PBC the sum of $1,500,000750,000 promptly upon the consummation of a such a transaction, which sum the parties acknowledge as representing represents (i) GBBPBC's direct costs and expenses (including, but not limited to, fees and expenses of financial or other consultants, printing costs, accountants, and counsel) incurred in negotiating and undertaking to carry out the transactions contemplated by this Agreement, including GBBPBC's management time devoted to negotiation and preparation for the transactions contemplated by this Agreement; (ii) GBBPBC's indirect costs and expenses incurred in connection with the transactions contemplated by this Agreement; and (iii) GBBPBC's loss as a result of the transactions contemplated by this Agreement not being consummated. Any payment previously made by BAB GBB pursuant to Section 14.1.2 14.1(a) hereof shall be credited against any amount due under this Section. In the event the Agreement terminates because GBB enters into another merger or acquisition transaction, BAB reserves its rights to assert a claim against GBB (and any successor) for BAB's direct and indirect costs and expenses and for any loss BAB incurs as a result of the transactions contemplated by this Agreement not being consummated.

Competing Transaction Fee. As an inducement to GBB to enter into ------------------------- into this Agreement, (a) in the event this Agreement is terminated by GBB because of a failure by BAB pursuant to comply with its obligations under Section 6.1.14Sections 13.1(i) or 13.1(j), or (b) if BAB or BABANK BOP otherwise consummates a Competing Transaction prior to termination of this Agreement or during the 12-month period following termination of this AgreementAgreement pursuant to Sections 13.1(b) or 13.1(d), in addition to the Expenses payable to GBB under Section 14.1.2, BAB BOP shall wire to GBB within three Business Days of demand, or shall cause the third party to such a date of termination in the case of clause (a) and concurrent with the consummation of the Competing Transaction to wire to GBB within three Business Days in the case of demandclause (b), the sum amount of $1,500,0001,750,000, which sum amount the parties acknowledge as representing (i) GBB's direct costs and expenses (including, but not limited to, fees and expenses of financial or other consultants, printing costs, accountants, and counsel) incurred in negotiating and undertaking to carry out the transactions contemplated by this Agreement, including GBB's management time devoted to negotiation and preparation for the transactions contemplated by this Agreement; (ii) GBB's indirect costs and expenses incurred in connection with the transactions contemplated by this Agreement; and (iii) GBB's loss as a result of the transactions contemplated by this Agreement not being consummated. Any payment previously made by BAB BOP pursuant to Section 14.1.2 14.1(b) hereof shall be credited against any amount due under this Section. In the event the Agreement terminates because GBB enters into another merger or acquisition transaction, BAB reserves its rights to assert a claim against GBB (and any successor) for BAB's direct and indirect costs and expenses and for any loss BAB incurs as a result of the transactions contemplated by this Agreement not being consummated.

Competing Transaction Fee. As an inducement to GBB to enter ------------------------- into this Agreement, in the event this Agreement is terminated by GBB because of a failure by BAB PRB, Golden or the Shareholder to comply with its the obligations under specified in Section 6.1.147.1(n), or if BAB PRB or BABANK Golden otherwise consummates a Competing Transaction prior to termination of this Agreement or during the 12-12- month period following termination of this Agreement, in addition to the Expenses payable to GBB under Section 14.1.215.1(b), BAB PRB shall wire to GBB within three (3) Business Days of demand, or shall cause the third party to such a Competing Transaction to wire to GBB within three (3) Business Days of demand, the sum of $1,500,0001,375,000, which sum the parties hereto acknowledge as representing representing: (i) GBB's direct costs and expenses (including, but not limited to, fees and expenses of financial or other consultants, printing costs, accountants, and counsel) incurred in negotiating and undertaking to carry out the transactions contemplated by this Agreementhereby, including GBB's management time devoted to negotiation and preparation for the transactions contemplated by this Agreement; (ii) GBB's indirect costs and expenses incurred in connection with the transactions contemplated by this Agreement; hereby, including but not limited to GBB's management time devoted to negotiating and preparing for the transactions contemplated hereby and (iii) GBB's loss as a result of the transactions contemplated by this Agreement not being consummated. Any PRB and the Shareholder shall have no further liability or obligation to GBB upon the payment previously made by BAB pursuant to Section 14.1.2 hereof shall be credited against any amount due under this Section. In the event the Agreement terminates because GBB enters into another merger or acquisition transaction, BAB reserves its rights to assert a claim against GBB (and any successor) for BAB's direct and indirect costs and expenses and for any loss BAB incurs as a result of the transactions contemplated by this Agreement not being consummatedSection 15.2.